OBLIGATIONS OF THE COLLATERAL AGENT. 6.1. - In addition to the other obligations set out herein and in the Intercreditor Agreement, the Collateral Agent undertakes: (a) to take all the steps necessary or advisable so that the guarantee created hereunder is always fully valid and enforceable; (b) to manage the funds arising from the possible enforcement of the guarantee now provided in favor of Creditors, pursuant to the Intercreditor Agreement and this Agreement; (c) to promptly notify Net Serviços and Creditors with respect to any action by them relative to the transfer of funds from the Centralizing Account for payment of the Secured Obligations; (d) to respect and ensure that any and all measures to be taken, for all effects and purposes hereof, especially for enforcement of the Pledge, may only be irreplaceably effected by Collateral Agent, provided that the terms and conditions of the Intercreditor Agreement and of this Agreement have been complied with; (e) to provide the corresponding Creditor with copies of any additional documents prepared pursuant to the terms hereof, which may be reasonably requested by Creditor, including any updating of the schedules hereof and any evidence of its registration as established herein, except for the documents mentioned in Clauses 1.3 and 5.3 (d) above, as well as excluding any other document which may imply financial and/or privileged and/or confidential information on NET Company and/or Net Serviços and/or any of the other Creditors, subject to the provisions of the Intercreditor Agreement; (f) to verify with Net Serviços if the filings and registrations contemplated herein have been duly effected, within the timeframes determined herein; (g) to take, on behalf of the Creditors, the steps necessary to protect the preemptive right over Receivables, as soon as it becomes aware of the existence of any third party act that may result in a threatened or actual lien on the Receivables, pursuant to this Agreement; and (h) to arrange for NET Company and/or Net Serviços not to encounter any difficulty in obtaining the signature of the Collateral Agent’s legal representatives on the amendments hereto, whenever necessary. 6.2. - In the event of failure by the Collateral Agent to comply with any of the obligations assumed hereunder, and if this noncompliance is not remedied within 48 (forty-eight) hours from the event, the Collateral Agent will be obliged to indemnify the Creditors and/or Net Serviços and/or NET Company, as the case may be, for any losses and damages arising from this default.
Appears in 2 contracts
Sources: Receivables Pledge Agreement (Net Servicos De Comunicacao S A), Receivables Pledge Agreement (Net Servicos De Comunicacao S A)
OBLIGATIONS OF THE COLLATERAL AGENT. 6.15.1. - In addition to the other obligations set out herein stipulated in this Agreement and in the Intercreditor Agreement, the Collateral Agent undertakesagrees:
(a) to take all the steps measures that are necessary or advisable so to ensure that the guarantee hereby created hereunder is always fully valid will remain complete and enforceable;
(b) to manage the funds resources arising from the possible out of any enforcement of the guarantee now provided in favor hereby tendered to the benefit of the Creditors, pursuant to in accordance with the terms of the Intercreditor Agreement and this Agreement;
(c) to promptly immediately notify Net Serviços and the Creditors with respect about any lawsuits related to any action by them relative to enforcement of the transfer of funds from the Centralizing Account Pledged Assets for payment of the Secured Obligations;
(d) to respect and ensure observe that all and any and all measures to be taken, undertaken for all the purposes and effects and purposes hereofof this Agreement, especially for in relation to enforcement of the Pledge, may can only be irreplaceably effected undertaken by the Collateral Agent, provided that Agent once the terms and conditions of the Intercreditor Agreement and of this Agreement have been complied with;are observed.
(e) to provide the corresponding Creditor with copies copy of any additional documents prepared pursuant to the terms hereof, which hereunder as may be reasonably requested by Creditorthereby, including any updating of updates on the schedules hereof and any evidence of its registration as established herein, except for the documents mentioned in Clauses 1.3 and 5.3 (d) above, hereto as well as excluding evidence as to filing of this Agreement as provided for herein, with the exception of any other document which that may imply include financial and/or privileged secret and/or confidential information on regarding Net Serviços, the NET Company and/or Net Serviços Companies and/or any of the other Creditors, subject to in compliance with the provisions of the Intercreditor Agreement;
(f) to verify with Net Serviços if whether the filings and registrations contemplated herein have been set forth in this Agreement were duly effected, made within the timeframes determined periods set forth herein;.
(g) to take, on behalf in the name of the Creditors, to take all the steps measures necessary to protect the preemptive preference right over Receivablesthe Pledged Assets, as soon as it becomes once they become aware of the existence of any third third-party act that may implies a threatened lien, and/or can effectively result in a threatened or actual the lien on of the ReceivablesPledged Assets, pursuant according to this Agreement; andthe terms hereof;
(h) to arrange for NET Company Companies and/or Net Serviços not to encounter any difficulty hindrances in obtaining the signature of the Collateral Agent’s legal representatives on the amendments hereto, whenever necessary.
6.2. - In the event of failure by the Collateral Agent for amendments to comply with this Agreement, when necessary; and
(i) within 5 (five) business days of the request from Net Serviços, to sign any waiver, notice, amendment or another document reasonably requested by Net Serviços and prepared by it, whether necessary for release of the pledge on the Pledged Assets and implementation of any act mentioned in Clause 3.1 above, regardless of previous consultation and/or approval by Creditors, in the events (i) expressly permitted under the terms of the Debt Instruments, to which the Restructuring Creditors (as defined in the Intercreditor Agreement) are parties, and (ii) that are not expressly prohibited by any Joining Debt Instrument (as defined in the Intercreditor Agreement).
5.2. - If the Collateral Agent breaches any of the obligations assumed hereunderunder the terms of this Agreement, and if this noncompliance breach is not remedied within 48 (forty-eight) hours from of the event, the Collateral Agent will shall be obliged required to indemnify compensate the Creditors and/or Net Serviços and/or NET Company, as the case may be, Companies for any losses and damages arising from out of this defaultbreach, as applicable.
Appears in 1 contract
Sources: Asset Pledge Agreement (Net Servicos De Comunicacao S A)
OBLIGATIONS OF THE COLLATERAL AGENT. 6.1. - In addition to the other obligations set out herein and in the Intercreditor Agreement, the Collateral Agent undertakes:
(a) to take all the steps necessary or advisable so that the guarantee created hereunder is always fully valid and enforceable;
(b) to manage the funds arising from the possible enforcement of the guarantee now provided in favor of Creditors, pursuant to the Intercreditor Agreement and this Agreement;
(c) to promptly notify Net Serviços Servicos and Creditors with respect to any action by them relative to the transfer of funds from the Centralizing Account for payment of the Secured Obligations;
(d) to respect and ensure that any and all measures to be taken, for all effects and purposes hereof, especially for enforcement of the Pledge, may only be irreplaceably effected by Collateral Agent, provided that the terms and conditions of the Intercreditor Agreement and of this Agreement have been complied with;
(e) to provide the corresponding Creditor with copies of any additional documents prepared pursuant to the terms hereof, which may be reasonably requested by Creditor, including any updating of the schedules hereof and any evidence of its registration as established herein, except for the documents mentioned in Clauses 1.3 and 5.3 (d) above, as well as excluding any other document which may imply financial and/or privileged and/or confidential information on NET Company and/or Net Serviços Servicos and/or any of the other Creditors, subject to the provisions of the Intercreditor Agreement;
(f) to verify with Net Serviços Servicos if the filings and registrations contemplated herein have been duly effected, within the timeframes determined herein;
(g) to take, on behalf of the Creditors, the steps necessary to protect the preemptive right over Receivables, as soon as it becomes aware of the existence of any third party act that may result in a threatened or actual lien on the Receivables, pursuant to this Agreement; and
(h) to arrange for NET Company and/or Net Serviços Servicos not to encounter any difficulty in obtaining the signature of the Collateral Agent’s 's legal representatives on the amendments hereto, whenever necessary.
6.2. - In the event of failure by the Collateral Agent to comply with any of the obligations assumed hereunder, and if this noncompliance is not remedied within 48 (forty-eight) hours from the event, the Collateral Agent will be obliged to indemnify the Creditors and/or Net Serviços Servicos and/or NET Company, as the case may be, for any losses and damages arising from this default.
Appears in 1 contract
Sources: Receivables Pledge Agreement (Brazilian Communitary Antennae LTD)
OBLIGATIONS OF THE COLLATERAL AGENT. 6.15.1. - In addition to the other obligations set out herein stipulated in this Agreement and in the Intercreditor Agreement, the Collateral Agent undertakesagrees:
(a) to take all the steps measures that are necessary or advisable so to ensure that the guarantee hereby created hereunder is always fully valid will remain complete and enforceable;
(b) to manage the funds resources arising from the possible out of any enforcement of the guarantee now provided in favor hereby tendered to the benefit of the Creditors, pursuant to in accordance with the terms of the Intercreditor Agreement and this Agreement;
(c) to promptly immediately notify Net Serviços Servicos and the Creditors with respect about any lawsuits related to any action by them relative to enforcement of the transfer of funds from the Centralizing Account Pledged Assets for payment of the Secured Obligations;
(d) to respect and ensure observe that all and any and all measures to be taken, undertaken for all the purposes and effects and purposes hereofof this Agreement, especially for in relation to enforcement of the Pledge, may can only be irreplaceably effected undertaken by the Collateral Agent, provided that Agent once the terms and conditions of the Intercreditor Agreement and of this Agreement have been complied with;are observed.
(e) to provide the corresponding Creditor with copies copy of any additional documents prepared pursuant to the terms hereof, which hereunder as may be reasonably requested by Creditorthereby, including any updating of updates on the schedules hereof and any evidence of its registration as established herein, except for the documents mentioned in Clauses 1.3 and 5.3 (d) above, hereto as well as excluding evidence as to filing of this Agreement as provided for herein, with the exception of any other document which that may imply include financial and/or privileged secret and/or confidential information on regarding Net Servicos, the NET Company and/or Net Serviços Companies and/or any of the other Creditors, subject to in compliance with the provisions of the Intercreditor Agreement;
(f) to verify with Net Serviços if Servicos whether the filings and registrations contemplated herein have been set forth in this Agreement were duly effected, made within the timeframes determined periods set forth herein;.
(g) to take, on behalf in the name of the Creditors, to take all the steps measures necessary to protect the preemptive preference right over Receivablesthe Pledged Assets, as soon as it becomes once they become aware of the existence of any third third-party act that may implies a threatened lien, and/or can effectively result in a threatened or actual the lien on of the ReceivablesPledged Assets, pursuant according to this Agreement; andthe terms hereof;
(h) to arrange for NET Company Companies and/or Net Serviços Servicos not to encounter any difficulty hindrances in obtaining the signature of the Collateral Agent’s legal representatives on the amendments hereto, whenever necessary.
6.2. - In the event of failure by the Collateral Agent for amendments to comply with this Agreement, when necessary; and
(i) within 5 (five) business days of the request from Net Servicos, to sign any waiver, notice, amendment or another document reasonably requested by Net Servicos and prepared by it, whether necessary for release of the pledge on the Pledged Assets and implementation of any act mentioned in Clause 3.1 above, regardless of previous consultation and/or approval by Creditors, in the events (i) expressly permitted under the terms of the Debt Instruments, to which the Restructuring Creditors (as defined in the Intercreditor Agreement) are parties, and (ii) that are not expressly prohibited by any Joining Debt Instrument (as defined in the Intercreditor Agreement).
5.2. - If the Collateral Agent breaches any of the obligations assumed hereunderunder the terms of this Agreement, and if this noncompliance breach is not remedied within 48 (forty-eight) hours from of the event, the Collateral Agent will shall be obliged required to indemnify compensate the Creditors and/or Net Serviços Servicos and/or NET Company, as the case may be, Companies for any losses and damages arising from out of this defaultbreach, as applicable.
Appears in 1 contract
Sources: Asset Pledge Agreement (Brazilian Communitary Antennae LTD)